Exhibit 10.2

                             SUBSCRIPTION AGREEMENT

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                                  DYNTEK, INC.

                      Minimum 37 Units / Maximum 150 Units

            1 Unit = 20,000 Shares of Common Stock and 4,000 Warrants

                                  $13,600/Unit

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                                             Print Name of Subscriber: _________
                                             Number of Units Subscribed For:

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                             SUBSCRIPTION AGREEMENT

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                            For the Purchase of Units
                                       of
                                  DynTek, Inc.

            The  undersigned  hereby  subscribes  for the  number of Units  (the
"Units" or "Securities") as set forth below the Investor's name on the Execution
Page,  with each Unit  consisting of Twenty  Thousand  (20,000) Shares of Common
Stock,  $0.0001 par value  ("Common  Stock"),  and Four Thousand  (4,000) Common
Stock Purchase Warrants  ("Warrants"),  of DynTek,  Inc., a Delaware corporation
(the "Company") at a purchase price of $13,600 per Unit.  Each Warrant  entitles
the holder thereof to purchase one- share of Common Stock at a purchase price of
$0.90 per share,  subject to  adjustment in certain  circumstances,  at any time
commencing upon issuance and thereafter until the fifth  anniversary of the date
of issuance.  The Warrant will be evidenced by a common stock  purchase  warrant
containing  anti-dilution  provisions and other terms and conditions customarily
contained in Warrant agreements.

            The minimum investment will be One (1) Unit for a minimum investment
of  $13,600,  except  that  the  Company  and the  Placement  Agent  may  accept
subscriptions for lesser amounts at their discretion.  The Units will be offered
(the  "Offering")  on a best efforts basis in a 37 Units  minimum  offering (the
"Minimum Offering") and 150 Units maximum offering (the

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"Maximum Offering").  The Units shall be offered only to "Accredited Investors",
as such term is defined  under Rule  501(a) of the  Securities  Act of 1933 (the
"Act"),  including without limitation  entities within such definition,  without
registration,  pursuant to the exemption from registration created by Regulation
D under  the Act.  The  Offering  will  commence  on the  date of the  "Offering
Materials",  as hereinafter  defined,  and shall terminate on the earlier of the
Closing of the Maximum Offering or May 31, 2004,  unless extended by the Company
for a period of up to ninety  (90)  days  from such date  without  notice to any
Subscriber (the "Offering Period").

            The  aggregate  purchase  price  to be paid by the  Investor  to the
Company in full  consideration  for the  issuance and sale of the Units shall be
equal to the quotient of (a) $13,600 multiplied by (b) the number of Units being
purchased by the Investor. The entire purchase price is due and payable upon the
execution of this Subscription Agreement, and shall be paid by check, subject to
collection,  or by  wire  transfer,  made  payable  to the  order  of  "Commerce
Bank/Delaware,  NA, Escrow Agent for DynTek, Inc." The Company and the Placement
Agent shall have the right to reject this subscription in whole or in part.

            The  Company  will  hold the  first  closing  upon the  receipt  and
acceptance by the Company and Placement  Agent of the Minimum  Offering  ("First
Closing"). As additional  subscriptions are received and accepted by the Company
and Placement  Agent,  the Company will hold additional  closings as the Company
and  Placement   Agent  deem  necessary  until  it  has  received  and  accepted
subscriptions for the entire offering or the Termination Date,  whichever occurs
first.

      PROSPECTIVE  INVESTORS  SHOULD RETAIN THEIR OWN  PROFESSIONAL  ADVISORS TO
REVIEW AND EVALUATE THE ECONOMIC, TAX AND OTHER CONSEQUENCES OF AN INVESTMENT IN
THE COMPANY.

      THE  SECURITIES  ARE  OFFERED  PURSUANT  TO  THE  COMPANY'S   SUBSCRIPTION
      DOCUMENTS ANNEXED HERETO  (COLLECTIVELY,  THE "OFFERING  MATERIALS") WHICH
      OFFERING  MATERIALS HAVE NOT


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      BEEN FILED OR REGISTERED  WITH OR APPROVED BY THE  SECURITIES AND EXCHANGE
      COMMISSION  (THE  "COMMISSION"),  NOR HAS THE  COMMISSION  PASSED UPON THE
      ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.  NO STATE  SECURITIES LAW
      ADMINISTRATOR HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
      ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS.  ANY REPRESENTATION TO
      THE CONTRARY IS UNLAWFUL.

      IT IS INTENDED THAT THE  SECURITIES  OFFERED HEREBY WILL BE MADE AVAILABLE
      ONLY TO  "ACCREDITED  INVESTORS",  AS DEFINED IN RULE 501 OF  REGULATION D
      PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
      THE SECURITIES  OFFERED HEREBY ARE BEING OFFERED  PURSUANT TO AN EXEMPTION
      FROM THE  REGISTRATION  REQUIREMENTS OF THE 1933 ACT AND APPLICABLE  STATE
      SECURITIES LAWS FOR NON-PUBLIC OFFERINGS. SUCH EXEMPTIONS LIMIT THE NUMBER
      AND TYPES OF  INVESTORS  TO WHICH THE  OFFERING  WILL BE MADE AND RESTRICT
      SUBSEQUENT TRANSFERS OF THE INTERESTS.

      THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN
      AFFORD TO SUSTAIN A LOSS OF THEIR  ENTIRE  INVESTMENT.  INVESTORS  WILL BE
      REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS
      OF THIS OFFERING.

      NO  SECURITIES  MAY BE  RESOLD OR  OTHERWISE  DISPOSED  OF BY AN  INVESTOR
      UNLESS,   IN  THE  OPINION  OF  COUNSEL   SATISFACTORY   TO  THE  COMPANY,
      REGISTRATION  UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT
      REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.

      WE DRAW YOUR  ATTENTION TO THE  ANTI-FRAUD  PROVISIONS  OF THE FEDERAL AND
      STATE  SECURITIES  LAWS,  PARTICULARLY  RULE  10b-5  UNDER THE  SECURITIES
      EXCHANGE ACT OF 1934, AS AMENDED,  WHICH PROHIBITS THE PURCHASE OR SALE OF
      SECURITIES ON THE BASIS OF MATERIAL  NON-PUBLIC  INFORMATION.  IN LIGHT OF
      THESE PROVISIONS,  INCLUDING RULE 10b-5, WE ADVISE YOU THAT, IF YOU ARE IN
      POSSESSION OF MATERIAL  INFORMATION RELATING TO THE COMPANY WHICH YOU KNOW
      OR HAVE REASON TO KNOW IS  NON-PUBLIC,  YOU SHOULD NOT PURCHASE OR SELL OR
      CAUSE  TO BE  PURCHASED  OR  SOLD  ANY OF  THE  COMPANY'S  SECURITIES.  IN
      ADDITION, YOU SHOULD NOT DISCLOSE ANY OF SUCH INFORMATION UNLESS AND UNTIL
      SUCH INFORMATION HAS BEEN PUBLICLY DISCLOSED.

      THE  OFFERING  MATERIALS  ARE  SUBMITTED  IN  CONNECTION  WITH THE PRIVATE
      PLACEMENT OF THE SECURITIES AND DO NOT CONSTITUTE AN OFFER OR SOLICITATION
      BY ANYONE IN ANY  JURISDICTION  IN WHICH SUCH AN OFFER OR  SOLICITATION IS
      NOT


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      AUTHORIZED.  IN ADDITION,  THE OFFERING MATERIALS CONSTITUTE AN OFFER ONLY
      IF A NAME AND  IDENTIFICATION  NUMBER  APPEAR  IN THE  APPROPRIATE  SPACES
      PROVIDED  ON THE COVER  PAGE AND  CONSTITUTE  AN OFFER  ONLY TO THE PERSON
      WHOSE NAME  APPEARS  THEREON.  ANY  REPRODUCTION  OR  DISTRIBUTION  OF THE
      OFFERING  MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR
      CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED.
      ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF
      AND THE COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

      THE COMPANY AND PLACEMENT  AGENT RESERVE THE RIGHT TO ACCEPT OR REJECT ANY
      SUBSCRIPTION  FOR  SECURITIES,  IN WHOLE  OR IN  PART,  OR TO ALLOT TO ANY
      PROSPECTIVE  INVESTOR  FEWER THAN THE NUMBER OF  SECURITIES  SUCH INVESTOR
      DESIRES TO PURCHASE.

      IN DECIDING WHETHER TO PURCHASE SECURITIES, EACH INVESTOR MUST CONDUCT AND
      RELY ON ITS OWN  EVALUATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,
      INCLUDING THE MERITS AND RISKS  INVOLVED IN MAKING AN INVESTMENT  DECISION
      WITH RESPECT TO THE SECURITIES.  PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE
      THE  CONTENTS  OF THE  OFFERING  MATERIALS  OR  ANY  PRIOR  OR  SUBSEQUENT
      COMMUNCIATIONS FROM THE COMPANY,  OR ANY PROFESSIONAL  ASSOCIATED WITH THE
      OFFERING,  AS LEGAL OR TAX ADVICE.  THE OFFEREE  AUTHORIZED TO RECEIVE THE
      OFFERING  MATERIALS  SHOULD  CONSULT ITS OWN TAX  COUNSEL,  ACCOUNTANT  OR
      BUSINESS  ADVISOR,  RESPECTIVELY,  AS TO LEGAL,  TAX AND  RELATED  MATTERS
      CONCERNING ITS PURCHASE OF THE SECURITIES.

      THE INFORMATION  PRESENTED HEREIN WAS PREPARED BY THE COMPANY AND IS BEING
      FURNISHED  SOLELY FOR USE BY PROSPECTIVE  INVESTORS IN CONNECTION WITH THE
      OFFERING.  THE  INFORMATION  CONTAINED IN THE OFFERING  MATERIALS HAS BEEN
      SUPPLIED BY THE COMPANY  AND HAS BEEN  INCLUDED  HEREIN IN RELIANCE ON THE
      COMPANY.  THE OFFERING  MATERIALS CONTAINS SUMMARIES OF CERTAIN DOCUMENTS,
      BELIEVED BY THE COMPANY TO BE  ACCURATE,  BUT  REFERENCE IS HEREBY MADE TO
      SUCH  DOCUMENTS  FOR  COMPLETE  INFORMATION   CONCERNING  THE  RIGHTS  AND
      OBLIGATIONS OF THE PARTIES THERETO. COPIES OF SUCH DOCUMENTS ARE AVAILABLE
      AT THE OFFICES OF THE  COMPANY.  ALL OF SUCH  SUMMARIES  ARE  QUALIFIED IN
      THEIR ENTIRETY BY THIS REFERENCE.

      EXCEPT  AS  OTHERWISE   INDICATED,   THE  CONFIDENTIAL   PRIVATE  OFFERING
      MEMORANDUM  SPEAKS AS OF THE DATE  THEREOF.  NEITHER  THE  DELIVERY OF THE
      OFFERING   MATERIALS  NOR  ANY  SALE  MADE  HEREUNDER  SHALL,   UNDER  ANY
      CIRCUMSTANCES,


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      CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
      COMPANY AFTER THE DATE THEREOF.

      NO GENERAL  SOLICITATION  WILL BE CONDUCTED AND NO OFFERING  LITERATURE OR
      ADVERTISING  IN ANY FORM WILL OR MAY BE  EMPLOYED  IN THE  OFFERING OF THE
      SECURITIES,  EXCEPT FOR THE OFFERING  MATERIALS  (INCLUDING  AMENDMENTS OR
      SUPPLEMENTS  HERETO) AND THE DOCUMENTS  SUMMARIZED  THEREIN.  NO PERSON IS
      AUTHORIZED  TO GIVE  ANY  INFORMATION  OR TO MAKE ANY  REPRESENTATION  NOT
      CONTAINED IN THE OFFERING  MATERIALS OR THE DOCUMENTS  SUMMARIZED  THEREIN
      AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR  REPRESENTATION  MUST NOT
      BE RELIED UPON.

      BY ACCEPTING DELIVERY OF ANY OFFERING MATERIAL,  THE OFFEREE AGREES (I) TO
      KEEP  CONFIDENTIAL THE CONTENTS  THEREOF,  AND NOT TO DISCLOSE THE SAME TO
      ANY THIRD  PARTY OR  OTHERWISE  USE THE SAME FOR ANY  PURPOSE  OTHER  THAN
      EVALUATION  BY SUCH  OFFEREE  OF A  POTENTIAL  PRIVATE  INVESTMENT  IN THE
      COMPANY,  AND (II) TO RETURN  THE SAME TO THE  PLACEMENT  AGENT IF (A) THE
      OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY  SECURITIES,  (B) THE OFFEREE'S
      SUBSCRIPTION  IS NOT  ACCEPTED,  OR (C)  THE  OFFERING  IS  TERMINATED  OR
      WITHDRAWN.

      THE COMPANY WILL MAKE AVAILABLE TO ANY PROSPECTIVE INVESTOR,  PRIOR TO THE
      CLOSING,  THE  OPPORTUNITY TO ASK QUESTIONS OF AND TO RECEIVE ANSWERS FROM
      REPRESENTATIVES  OF THE  COMPANY  CONCERNING  THE COMPANY OR THE TERMS AND
      CONDITIONS  OF  THE  OFFERING  AND  TO  OBTAIN  ANY  ADDITIONAL   RELEVANT
      INFORMATION  TO THE EXTENT THE COMPANY  POSESSES SUCH  INFORMATION  OR CAN
      OBTAIN IT  WITHOUT  UNREASONABLE  EFFORT OR  EXPENSE.  INVESTORS  AGREE TO
      ADVISE  THE  COMPANY  IN  WRITING  IF  THEY  ARE  RELYING  UPON  ANY  SUCH
      INFORMATION.

                           FOR RESIDENTS OF ALL STATES

      IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY ON  THEIR  OWN
      EXAMINATION  OF THE ISSUER AND THE TERMS OF THE  OFFERING,  INCLUDING  THE
      MERITS AND RISKS INVOLVED.  THESE  SECURITIES HAVE NOT BEEN RECOMMENDED BY
      ANY  FEDERAL  OR STATE  SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.
      FURTHERMORE,  THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
      DETERMINED THE ADEQUACY OF THIS DOCUMENT.

      THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  THE
      SECURITIES ACT OF 1933,


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      AS  AMENDED,  AND  THE  APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO
      REGISTRATION OR EXEMPTION  THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY
      MAY BE  REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
      INDEFINITE PERIOD OF TIME.

                              FOR FLORIDA RESIDENTS

      THE  SECURITIES  REFERRED TO HEREIN WILL BE SOLD TO, AND  ACQUIRED BY, THE
      HOLDER IN A TRANSACTION  EXEMPT UNDER ss.517.061 OF THE FLORIDA SECURITIES
      ACT. THE SECURITIES HAVE NOT BEEN  REGISTERED  UNDER SAID ACT IN THE STATE
      OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF
      VOIDING  THE  PURCHASE  WITHIN  THREE (3) DAYS  AFTER THE FIRST  TENDER OF
      CONSIDERATION  IS MADE BY SUCH  PURCHASER  TO THE ISSUER,  AN AGENT OF THE
      ISSUER, OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT
      PRIVILEGE IS COMMUNICATED TO SUCH INVESTOR, WHICHEVER OCCURS LATER.

                            FOR NEW JERSEY RESIDENTS

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE BUREAU OF
      SECURITIES  OF THE  STATE  OF NEW  YORK NOR HAS THE  BUREAU  PASSED  ON OR
      ENDORSED THE MERITS OF THIS  OFFERING.  THE FILING OF THE WITHIN  OFFERING
      DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR SALE THEREOF BY THE BUREAU OF
      SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                             FOR NEW YORK RESIDENTS

      THE OFFERING  MATERIALS HAVE NOT BEEN REVIEWED BY THE ATTORNEY  GENERAL OF
      THE  STATE OF NEW  YORK  PRIOR TO THEIR  ISSUANCE  AND USE.  THE  ATTORNEY
      GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED  THE MERITS
      OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      THE OFFERING  MATERIALS  DO NOT CONTAIN AN UNTRUE  STATEMENT OF A MATERIAL
      FACT OR OMIT TO STATE A MATERIAL  FACT  NECESSARY  TO MAKE THE  STATEMENTS
      MADE IN LIGHT  OF THE  CIRCUMSTANCES  UNDER  WHICH  THEY  WERE  MADE,  NOT
      MISLEADING.  THEY  CONTAIN  A FAIR  SUMMARY  OF  THE  MATERIAL  TERMS  AND
      DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.


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<PAGE>

                               FOR TEXAS RESIDENTS

      THE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
      AS  AMENDED,  OR THE  TEXAS ACT AND ARE BEING  SOLD IN  RELIANCE  UPON THE
      EXEMPTION  CONTAINED IN SECTION 5(I)(a) AND RULE 109.13 OF SUCH ACT. THESE
      SECURITIES  CANNOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF TO ANY
      PERSON OR ENTITY UNLESS SUBSEQUENTLY  REGISTERED UNDER THE ACT OF 1933, AS
      AMENDED AND/OR THE TEXAS ACT OR EXEMPTION THEREFROM.

            The  undersigned   acknowledges   that  the  Units  being  purchased
hereunder will not be registered  under the 1933 Act, or the securities  laws of
any State, that absent an exemption from  registration  contained in those laws,
the  issuance  and sale of the Units would  require  registration,  and that the
Company's   reliance  upon  such  exemption  is  based  upon  the  undersigned's
representations, warranties, and agreements contained in the Offering Materials.

            1. The undersigned represents, warrants, and agrees as follows:

            (a) The undersigned  agrees that this Subscription  Agreement is and
shall be irrevocable.

            (b) The undersigned has carefully read the Offering  Materials,  all
of which the undersigned acknowledges have been provided to the undersigned. The
undersigned  has been given the  opportunity  to ask  questions  of, and receive
answers from,  the Company  concerning the terms and conditions of this Offering
and the Offering Materials and to obtain such additional written information, to
the extent the  Company  possesses  such  information  or can acquire it without
unreasonable effort or expense,  necessary to verify the accuracy of same as the
undersigned desires in order to evaluate the investment. The undersigned further
acknowledges  that he or she fully understands the Offering  Materials,  and the
undersigned  has had the  opportunity to discuss any questions  regarding any of
the Offering Materials with his or her counsel or other advisor. Notwithstanding
the foregoing,  the only  information  upon which the  undersigned has relied is
that  set  forth  in the  Offering  Materials  and  his or her  own  independent
investigation. The undersigned acknowledges that the undersigned has received no


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<PAGE>

representations  or warranties from the Company,  the Placement  Agent, or their
respective officers, directors, stockholders, employees or agents in making this
investment  decision  other  than as  specifically  set  forth  in the  Offering
Materials.

            (c) The  undersigned  is aware that the  purchase  of the Units is a
speculative  investment  involving  a high  degree of risk and that  there is no
guarantee that the undersigned will realize any gain from this  investment,  and
that  the  undersigned   could  lose  the  total  amount  of  the  undersigned's
investment.  The undersigned  acknowledges that the undersigned has specifically
and  carefully  reviewed and is aware of all of the risk factors  related to the
purchase of Units.

            (d) The undersigned  understands  that no federal or state agency or
authority has made any finding or  determination  regarding the fairness of this
Offering of the Units for investment,  or any  recommendation  or endorsement of
this Offering of the Units.

            (e) The  undersigned is purchasing  the Units for the  undersigned's
own account,  with the intention of holding the Units, with no present intention
of dividing or allowing others to participate in this investment or of reselling
or otherwise  participating,  directly or indirectly,  in a distribution  of the
Units,  and  shall  not make any  sale,  transfer,  or  pledge  thereof  without
registration under the 1933 Act and any applicable  securities laws of any state
or other  jurisdiction  or unless an exemption  from  registration  is available
under those laws to the satisfaction of the Company and its counsel.

            (f)  The  undersigned   represents  that  the  undersigned,   if  an
individual,  has adequate  means of providing  for his or her current  needs and
personal  and  family  contingencies  and  has no  need  for  liquidity  in this
investment in the Units.  The undersigned  represents that the undersigned is an
"Accredited  Investor"  as defined in Rule 501(a) of  Regulation  D  promulgated
under  the 1933 Act,  as  evidenced  by  meeting  at least one of the  following
standards:


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<PAGE>

            (1)   the  Investor is a natural  person and had  individual  income
                  (i.e., not including, if applicable,  income of the Investor's
                  spouse) in excess of  $200,000 in the two  previous  years and
                  reasonably expects to have income in excess of $200,000 in the
                  present  year,  or he,  she and his or her  spouse  had  joint
                  income in excess of  $300,000  in the two  previous  years and
                  reasonably  expect to have  joint  income of  $300,000  in the
                  present year;

            (2)   the  Investor is a natural  person and his or her net worth at
                  the time of his or her purchase of the Units (i.e.,  excess of
                  total assets over total liabilities),  inclusive of home, home
                  furnishings and  automobiles,  either  individually or jointly
                  with his or her spouse, exceeds $1,000,000;

            (3)   the Investor is an organization  defined in Section 501(c) (3)
                  of the Internal Revenue Code, business trust, partnership,  or
                  corporation  with total assets in excess of $5,000,000,  which
                  was not  formed for the  specific  purpose  of  acquiring  the
                  Units;

            (4)   any trust  with  total  assets in  excess of  $5,000,000,  not
                  formed for the specific purpose of acquiring the Units,  whose
                  purchase is directed by a sophisticated person as described in
                  Rule 506(b)(2)(ii);

            (5)   the Investor is an employee benefit plan within the meaning of
                  ERISA and (i) the Investor's  investment decision is made by a
                  plan fiduciary,  as defined in Section 3(21) of ERISA, that is
                  either  a  bank,  savings  and  loan  association,   insurance
                  company, or registered investment advisor, (ii) the Investor's
                  total  assets  are in excess  of  $5,000,000  or  (iii),  if a
                  self-directed  plan, the Investor's  investment  decisions are
                  made solely by persons who are Accredited Investors;

            (6)   the  Investor  is a bank as defined in Section  3(a)(2) of the
                  Securities  Act;  any  savings and loan  association  or other
                  institution as defined in Section 3(a)(5)(A) of the Securities
                  Act whether  acting in its  individual or fiduciary  capacity;
                  any broker or dealer registered  pursuant to Section 15 of the
                  Securities  Exchange  Act of 1934;  an  insurance  company  as
                  defined in Section 2(13) of the Securities  Act; an investment
                  company  registered under the Investment  Company Act of 1940,
                  as amended;  a Small Business  Investment  Company licensed by
                  the U.S. Small Business Administration under Section 301(c) or
                  (d) of the Small  Business  Investment  Act of 1958;  any plan
                  established   and   maintained  by  a  state,   its  political
                  subdivisions,  or any agency or instrumentality  thereof,  for
                  the benefit of its employees, if such plan has total assets in
                  excess  of  $5,000,000;  or  a  private  business  development
                  company as defined in  Section  202(a)(22)  of the  Investment
                  Advisers Act of 1940; or

            (7)   the  Investor  is an entity in which all of the equity  owners
                  would qualify as "Accredited Investors."


                                      -9-
<PAGE>

            The  undersigned  has no reason to anticipate any material change in
his or her personal financial condition for the foreseeable future.

            (g) The undersigned is financially able to bear the economic risk of
this  investment,  including  the ability to hold the Units  indefinitely  or to
afford a complete loss of his or her investment in the Units.

            (h)  The  undersigned  represents  that  the  undersigned's  overall
commitment   to   investments   which  are  not   readily   marketable   is  not
disproportionate   to  the   undersigned's  net  worth,  and  the  undersigned's
investment  in the  Units  will not  cause  such  overall  commitment  to become
excessive.  The  undersigned  understands  that the statutory basis on which the
Units are being sold to the undersigned and others would not be available if the
undersigned's  present  intention  were to hold the Units for a fixed  period or
until the occurrence of a certain event.  The  undersigned  realizes that in the
view of the  Securities and Exchange  Commission,  a purchase now with a present
intent  to  resell  by  reason  of a  foreseeable  specific  contingency  or any
anticipated  change in the market value, or in the condition of the Company,  or
that of the  industry  in which the  business  of the  Company  is engaged or in
connection with a contemplated  liquidation,  or settlement of any loan obtained
by the undersigned  for the  acquisition of the Units,  and for which such Units
may  be  pledged  as  security  or  as  donations  to  religious  or  charitable
institutions  for the purpose of  securing a deduction  on an income tax return,
would,  in fact,  represent  a  purchase  with an intent  inconsistent  with the
undersigned's  representations  to the Company and the  Securities  and Exchange
Commission  would then regard such sale as a sale for which the  exemption  from
registration  is not available.  The  undersigned  will not pledge,  transfer or
assign this Subscription  Agreement, or any interest herein or any obligation or
right  hereunder  without first obtaining the written consent of the Company and
the Placement Agent.

            (i) The  undersigned  represents  that the funds  provided  for this
investment are either separate property of the undersigned,  community  property
over which the undersigned has


                                      -10-
<PAGE>

the right of control, or are otherwise funds as to which the undersigned has the
sole right of management.

            (j) FOR PARTNERSHIPS,  CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
If the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription  Agreement  appropriate evidence
of the authority of the individual executing this Subscription  Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust  agreement;  if a
corporation,  a certified corporate  resolution  authorizing the signature and a
certified  copy  of  the  articles  of  incorporation;  or if a  partnership,  a
certified copy of the partnership  agreement),  (ii) the undersigned  represents
and warrants that it was not organized or reorganized  for the specific  purpose
of acquiring the Units,  (iii) the  undersigned has the full power and authority
to execute this Subscription  Agreement on behalf of such entity and to make the
representations  and  warranties  made  herein  on its  behalf,  and  (iv)  this
investment in the Company has been affirmatively authorized, if required, by the
governing board of such entity and is not prohibited by the governing  documents
of the entity.

            (k) The address shown under the  undersigned's  signature at the end
of this Subscription Agreement is the undersigned's principal residence if he or
she is an individual or its principal business address if a corporation or other
entity.

            (l) The  undersigned  has such knowledge and experience in financial
and business  matters as to be capable of evaluating  the merits and risks of an
investment in the Units.

            (m) The  undersigned  acknowledges  that  the  certificates  for the
securities  comprising the Units which the undersigned will receive will contain
a legend substantially as follows:

            THE SECURITIES  WHICH ARE REPRESENTED BY THIS  CERTIFICATE  HAVE NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES  LAWS OF ANY  STATE,  AND MAY NOT BE  SOLD,  TRANSFERRED,
            HYPOTHECATED OR OTHERWISE DISPOSED


                                      -11-
<PAGE>

            OF UNTIL A REGISTRATION  STATEMENT WITH RESPECT  THERETO IS DECLARED
            EFFECTIVE  UNDER SUCH ACT,  OR THE  COMPANY  RECEIVES  AN OPINION OF
            COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT AN  EXEMPTION  FROM THE
            REGISTRATION REQUIREMENTS OF SUCH LAWS IS AVAILABLE.

            The undersigned further  acknowledges that stop transfer orders will
be placed upon the  certificates  for the  Securities  comprising  the shares of
Common Stock in accordance with the 1933 Act.

            (n)  Pursuant  to  the  terms  and   conditions  set  forth  in  the
Registration  Rights  Agreement  being  simultaneously  executed  herewith,  the
undersigned  acknowledges  that the  Company has agreed to include the shares of
Common  Stock  that are  included  in the Units and the  shares of Common  Stock
underlying the Warrants (the "Warrant Shares") (with such shares of Common Stock
and Warrant  Shares being  collectively  referred to as the  "Securities")  in a
registration  statement  (the  "Registration  Statement")  to be filed  with the
Securities  and  Exchange   Commission  (the   "Commission")(the   "Registration
Statement")  and to use its best  efforts  to have such  Registration  Statement
declared effective by the Commission, as promptly thereafter as practicable.  It
is hereby  acknowledged that the subscriber has "piggyback"  registration rights
pursuant to the registration rights granted in the Registration Rights Agreement
included  as  part  of  the  Offering   Materials  (the   "Registration   Rights
Agreement").  The  Company  shall  use its  good  faith  efforts  to  keep  such
Registration  Statement  continuously  effective  as long as the  delivery  of a
prospectus  thereunder is required under the Act and its regulations  [including
but not  limited to Rule 144  thereunder  or its  successor  regulations  ("Rule
144")] in connection with the disposition of the Securities;  provided,  that it
is agreed and  acknowledged  that such obligation of the Company to maintain the
effectiveness of the Registration  Statement shall cease upon the ability of the
subscribers to sell or otherwise dispose of all of the Securities covered by the
Registration  Statement under Rule 144; provided further,  that  notwithstanding
the


                                      -12-
<PAGE>

Company's obligation to maintain the effectiveness of the Registration Statement
pursuant to the immediately  preceding proviso, and notwithstanding the duration
of any Blackout Period or periods of Suspension, such obligation to maintain the
effectiveness of the Registration  Statement shall cease under all circumstances
no later than the  fourth  anniversary  of the date of the final  Closing of the
Offering (the "Final Date").

            (o) The  Company  may delay the filing or the  effectiveness  of the
Registration  Statement for a period not to exceed 90 days (a "Blackout Period")
if the Board of Directors of the Company, in its reasonable judgment, determines
that such  registration  would  interfere with any pending  material  financing,
acquisition,   corporate   reorganization   or  any  other  material   corporate
development  involving the Company or any of its  subsidiaries  or would require
premature disclosure thereof;  provided,  however,  that the aggregate number of
days included in all Blackout Periods during any consecutive 12 months shall not
exceed 90 days.

            (p)  The  Company  agrees  to  pay  all  Registration   Expenses  in
connection with the Registration  Statement.  All Selling  Expenses  relating to
Securities  registered on behalf of the subscriber  pursuant to the Registration
Statement  shall be borne by the subscriber.  For purposes of this  Subscription
Agreement,  "Registration  Expenses" shall mean (i) all  registration,  listing,
qualification  and filing  fees  (including  NASD  filing  fees),  (ii) fees and
disbursements of counsel for the Company,  (iii) accounting fees incident to any
such  registration,  (iv) blue sky fees and expenses  (including counsel fees in
connection  with the  preparation of a Blue Sky Memorandum and legal  investment
survey and NASD  filings),  (v) all  expenses  of any  persons in  preparing  or
assisting in  preparing,  printing,  distributing,  mailing and  delivering  the
Registration Statement, any prospectus, any underwriting agreements, transmittal
letters,   securities  sales  agreements,   securities  certificates  and  other
documents  relating to the performance of and compliance with this  Subscription
Agreement,  (vi) the  expenses  incurred  in  connection  with  making road show
presentations  and holding  meetings with potential  investors to facilitate the
distribution and sale


                                      -13-
<PAGE>

of the Securities which are customarily  borne by the issuer,  (vii) underwriter
fees,  excluding discounts and commissions,  and (viii) all internal expenses of
the Company  (including  all salaries  and  expenses of officers  and  employees
performing legal or accounting duties); provided, however, Registration Expenses
shall not include  any  Selling  Expenses.  For  purposes  of this  Subscription
Agreement,   "Selling  Expenses"  shall  mean  underwriting  discounts,  selling
commissions and stock transfer taxes applicable to the Securities  registered on
behalf of the subscriber.

            (q) The  Registration  Statement  will not be deemed to have  become
effective  (and  the  related  registration  will  not be  deemed  to have  been
effected) with respect to a subscriber unless it has been declared  effective by
the  Commission  prior to a request  by the  subscriber  that such  Registration
Statement be withdrawn;  provided,  however, that if, after it has been declared
effective,  the  offering  of  any  Securities  pursuant  to  such  Registration
Statement is  interfered  with by any stop order,  injunction  or other order or
requirement of the  Commission or any other  governmental  agency or court,  any
period during which use of such  Registration  Statement  shall be so interfered
with shall be treated as a Suspension Period as defined below.

            Any period during which the Company  fails to keep the  Registration
Statement  effective and usable for resale of Securities shall be referred to as
a "Suspension Period." A Suspension Period shall (a) commence on and include the
earlier of the date that (i) the Company gives notice or (ii) the  subscriber is
advised by counsel or the  Commission,  in either  case,  that the  Registration
Statement is no longer  effective or usable for resale of Securities and (b) end
on and  including  the date  when the  subscriber  either  receives  copies of a
supplemented  or amended  prospectus  or is  advised  in writing by the  Company
(having a reasonable basis to so advise) that the use of a prospectus  contained
in the  Registration  Statement  may be  resumed.  In the  event  of one or more
Suspension  Periods,  the applicable time period  referenced in subparagraph (n)
above  shall be  extended  by the  number of days  included  in each  Suspension
Period, and, in the event


                                      -14-
<PAGE>

any  Suspension  Period occurs sooner than 30 days after the end of the previous
Suspension Period or 30 days after the initial effectiveness of the Registration
Statement, none of the days between such Suspension Periods (as the case may be)
or  prior  to such  Suspension  Period  shall  be  included  in  computing  such
applicable time period;  provided,  that it is agreed and acknowledged  that the
occurrence of one or more Suspension  Periods shall not extend the period during
which the Company must maintain the effectiveness of the Registration  Statement
beyond the Final Date.

            (r) At any time or from time to time,  the  subscriber  may elect to
have  its  Securities  sold  in an  underwritten  offering  and may  select  the
investment banker or investment  bankers and manager or managers that will serve
as lead  and  co-managing  underwriters  with  respect  to the  offering  of its
Securities,   subject  to  the  consent  of  the  Company  which  shall  not  be
unreasonably withheld.

            (s)  The  subscriber  agrees,  as a  condition  to the  registration
obligations with respect to the subscriber  provided  herein,  to furnish to the
Company such information regarding the subscriber required to be included in the
Registration  Statement,  the ownership of Securities by the  subscriber and the
proposed  distribution  by the subscriber of such  Securities as the Company may
from time to time reasonably request in writing.

            (t) The subscriber  agrees that, upon receipt of any notice from the
Company of the  happening of any event of the kind which the Company  reasonably
regards as requiring  subscriber to discontinue sale of the Securities  pursuant
to  the  Registration  Statement,  the  subscriber  will  forthwith  discontinue
disposition of the Securities  pursuant to the affected  Registration  Statement
until the  subscriber's  receipt  of the copies of any  supplemented  or amended
prospectus as shall be required in the reasonable  opinion of the Company,  and,
if so directed by the Company,  the  subscriber  will deliver to the Company (at
the expense of the Company), all copies in its possession,  other than permanent
file copies then in the subscriber's


                                      -15-
<PAGE>

possession,  of any prospectus covering such Securities which was current at the
time of receipt of such notice.

      Section 2. Indemnification; Contribution.

            (a) Indemnification by the Company.  The Company agrees to indemnify
and hold  harmless  each person who  participates  as an  underwriter  (any such
person being an  "Underwriter"),  the subscriber and their respective  partners,
directors,  officers and  employees  and each  person,  if any, who controls any
subscriber or underwriter within the meaning of Section 15 of the Act or Section
20 of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") as
follows:

            (i)  against  any  and all  losses,  liabilities,  claims,  damages,
judgments and reasonable expenses  whatsoever,  as incurred,  arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
Registration  Statement  pursuant to which  Securities were registered under the
Act, including all documents incorporated therein by reference,  or the omission
or alleged  omission  therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
prospectus,  including all documents  incorporated therein by reference,  or the
omission or alleged omission  therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading;

            (ii)  against  any and all  losses,  liabilities,  claims,  damages,
judgments and reasonable expenses whatsoever,  as incurred, to the extent of the
aggregate  amount  paid  in  settlement  of  any  litigation,  investigation  or
proceeding by any governmental  agency or body,  commenced or threatened,  or of
any other claim whatsoever based upon any such untrue statement or omission,  or
any such alleged untrue  statement or omission,  if such  settlement is effected
with the written consent of the Company; and


                                      -16-
<PAGE>

            (iii) against any and all reasonable expense whatsoever, as incurred
(including  fees and  disbursements  of  counsel),  incurred  in  investigating,
preparing or defending  against any litigation,  investigation  or proceeding by
any governmental agency or body,  commenced or threatened,  in each case whether
or not such  person is a party,  or any  claim  whatsoever  based  upon any such
untrue statement or omission,  or any such alleged untrue statement or omission;
provided,  however,  that  this  indemnity  agreement  does  not  apply  to  the
subscriber or underwriter with respect to any loss,  liability,  claim,  damage,
judgment or expense to the extent arising out of any untrue statement or alleged
untrue statement of a material fact contained in any prospectus, or the omission
or  alleged  omission  therefrom  of a  material  fact  necessary  to  make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not  misleading,  in any such case made in reliance upon and in conformity
with  written  information  furnished  to  the  Company  by  the  subscriber  or
underwriter  expressly  for use in a  Registration  Statement  (or any amendment
thereto)  or any  prospectus  (or any  amendment  or  supplement  thereto);  and
provided  further,  in the  case  of an  offering  that  is not an  underwritten
offering,  the Company will not be liable to the subscriber  under the indemnity
agreement in this Section 2(a) for any such loss, claim,  damage,  liability (or
action or  proceeding  in respect  thereof)  or expense  that  arises out of the
subscriber's  failure to send or give a copy of the final prospectus (as its may
then be amended or  supplemented) to the person asserting an untrue statement or
alleged  untrue  statement  or omission  or alleged  omission at or prior to the
written  confirmation  of the  sale of the  Securities  to such  person  if such
statement or omission was corrected in such final  prospectus (as it may then be
amended or supplemented) and the Company has previously furnished copies thereof
in accordance with this Agreement.

            (b)  Indemnification  by the  subscriber.  The subscriber  agrees to
indemnify and hold harmless the Company,  and each underwriter and each of their
respective partners,  directors,  officers and employees (including each officer
of the Company who signed the


                                      -17-
<PAGE>

Registration  Statement),  and each person,  if any, who controls the Company or
any underwriter within the meaning of Section 15 of the Act, against any and all
losses,  liabilities,  claims, damages,  judgments and expenses described in the
indemnity  contained  in  paragraph  (a) of  this  Section  (provided  that  any
settlement of the type described therein is effected with the written consent of
the  subscriber),  as incurred,  but only with respect to untrue  statements  or
alleged untrue  statements of a material fact contained in any prospectus or the
omissions or alleged  omissions  therefrom of a material fact  necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not  misleading,  in any such case made in reliance upon and in conformity
with written  information  furnished to the Company by the subscriber  expressly
for use in  such  Registration  Statement  (or any  amendment  thereto)  or such
prospectus (or any amendment or supplement thereto).

            (c) Conduct of Indemnification  Proceedings.  Each indemnified party
or parties shall give  reasonably  prompt notice to each  indemnifying  party or
parties of any  action or  proceeding  commenced  against it in respect of which
indemnity  may be sought  hereunder,  but which it or they may have  under  this
indemnity  agreement,  except  to the  extent  that  the  indemnifying  party is
materially  prejudiced by such failure to give notice. If the indemnifying party
or parties so elects within a reasonable time after receipt of such notice,  the
indemnifying  party  or  parties  may  assume  the  defense  of such  action  or
proceeding at such indemnifying  party's or parties' expense with counsel chosen
by the  indemnifying  party or parties  and  approved by the  indemnified  party
defendant in such action or proceeding, which approval shall not be unreasonably
withheld;  provided,  however,  that,  if  such  indemnified  party  or  parties
determines in good faith that a conflict of interest  exists and that  therefore
it is  advisable  for such  indemnified  party or parties to be  represented  by
separate  counsel or that,  upon advice of counsel,  there may be legal defenses
available  to it or them  which  are  different  from or in  addition  to  those
available to the  indemnifying  party,  then the  indemnifying  party or parties
shall


                                      -18-
<PAGE>

not be  entitled to assume such  defense  and the  indemnified  party or parties
shall be entitled  to separate  counsel  (limited  in each  jurisdiction  to one
counsel  for all  underwriters  and another  counsel  for all other  indemnified
parties  under  this  Subscription  Agreement)  at the  indemnifying  party's or
parties'  expense.  If an  indemnifying  party or parties is not so  entitled to
assume the defense of such action or does not assume such defense,  after having
received the notice  referred to in the first  sentence of this  paragraph,  the
indemnifying  party or parties  will pay the  reasonable  fees and  expenses  of
counsel for the indemnified  party or parties  (limited in each  jurisdiction to
one counsel for all underwriters  and another counsel for all other  indemnified
parties under this  Subscription  Agreement).  No indemnifying  party or parties
will be liable for any settlement  effected  without the written consent of such
indemnifying party or parties, which consent shall not be unreasonably withheld.
If an indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph,  such indemnifying party
or parties shall not,  except as otherwise  provided in this  subsection (c), be
liable for any fees and expenses of counsel for the indemnified parties incurred
thereafter in connection with such action or proceeding.

            (d)  Contribution.  (i) In order to provide  for just and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
this  Section  is for any reason  held to be  unenforceable  by the  indemnified
parties  although  applicable  in  accordance  with its terms in  respect of any
losses,  liabilities,  claims,  damages,  judgments and expenses  suffered by an
indemnified party referred to therein,  each applicable  indemnifying  party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such  indemnified  party as a result of such losses,  liabilities,
claims, damages,  judgments and expenses in such proportion as is appropriate to
reflect the relative  fault of the Company on the one hand and of the subscriber
(including,  in  each  case,  that  of  their  respective  officers,  directors,
employees  and  agents) on the  other,  in  connection  with the  statements  or
omissions which


                                      -19-
<PAGE>

resulted in such losses, liabilities, claims, damages, judgments or expenses, as
well as any other relevant equitable  considerations.  The relative fault of the
Company on the one hand and of the subscriber (including,  in each case, that of
their respective officers, directors,  employees and agents) on the other, shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, on the one hand,
or by or on  behalf of the  Holder,  on the  other,  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result of
the losses,  liabilities,  claims,  damages,  judgments and expenses referred to
above  shall be deemed  to  include,  subject  to the  limitations  set forth in
paragraph  (c) of this Section,  any legal or other fees or expenses  reasonably
incurred by such party in connection with  investigating or defending any action
or claim.

            (ii) The Company and the subscriber  agree that it would not be just
and equitable if contribution  pursuant to this paragraph (d) were determined by
pro rata  allocation  or by any other method of  allocation  which does not take
account of the equitable  considerations referred to in sub-paragraph (i) above.
Notwithstanding   the   provisions  of  this  paragraph  (d),  in  the  case  of
distributions to the public,  the subscriber shall not be required to contribute
any  amount in excess  of the  amount by which (A) the total  price at which the
Securities  sold by the subscriber and distributed to the public were offered to
the  public  exceeds  (B) the amount of any  damages  which the  subscriber  has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission. No person guilty of fraudulent  misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution  from
any person who was not guilty of such fraudulent misrepresentation.

            (iii)  For  purposes  of this  Section,  each  person,  if any,  who
controls the  subscriber or an  underwriter  within the meaning of Section 15 of
the Act (and their respective


                                      -20-
<PAGE>

partners,  directors,  officers  and  employees)  shall have the same  rights to
contribution as the subscriber or underwriter; and each director of the Company,
each  officer of the  Company  who signed the  Registration  Statement  and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act, shall have the same rights to contribution as the Company.

            3.  The  undersigned  expressly  acknowledges  and  agrees  that the
Company  is  relying  upon the  undersigned's  representation  contained  in the
Offering Materials.

            4. The  undersigned  has been  furnished with and has carefully read
the Company's  Confidential  Private  Offering  Memorandum,  and any  amendments
thereto  with  respect  to the  Private  Placement,  as  well  as the  following
documents  which the Company has filed with the SEC all of which are part of the
Offering Materials:

            (i)   Form 10-K Report for the Year Ended  December 31, 2003,  filed
                  October 7, 2003;

            (ii)  Form 10-Q filed November 14, 2003;

            (iii) Form 8-K Report filed December 9, 2003;

            (iv)  Form 8-K Report filed December 10, 2003;

            (v)   Form 8-K Report filed February 3, 2004;

            (vi)  Form S-1 filed February 6, 2004;

            (vii) Form 8-K Report filed February 10, 2004;

            (viii) Form 10-Q Report filed February 17, 2004; and

            (ix)  Form 8-K Report filed February 23, 2004.

            5.  The  undersigned  is  not  an  officer,  director,  stockholder,
employee of, or consultant to, the Placement  Agent.  The  undersigned  does not
have any direct or indirect  affiliation  with the Placement  Agent or any other
member of the National Association of Securities Dealers, Inc.


                                      -21-
<PAGE>

            6. The  undersigned  subscriber  acknowledges  that the  undersigned
understands  the  meaning  and legal  consequences  of the  representations  and
warranties which are contained  herein and hereby agrees to indemnify,  save and
hold harmless the Company,  the Placement Agent and their  respective  officers,
directors,  partners,  employees, agents, and attorneys from and against any and
all claims or actions arising out of a breach of any representation, warranty or
acknowledgment  of the undersigned  contained in any of the Offering  Materials.
Such indemnification shall be deemed to survive any purchase of the Units and to
include not only the specific liabilities,  losses,  damages or obligations with
respect to which such  indemnity is  provided,  but also all  reasonable  costs,
expenses,  counsel fees and expenses of settlement relating thereto,  whether or
not any such liabilities, losses, damages or obligations shall have been reduced
to judgment.

            7. The Company has been duly and validly incorporated and is validly
existing and in good  standing as a  corporation  under the laws of the State of
Delaware.  The Company has all requisite power and authority,  and all necessary
authorizations,  approvals and orders  required as of the date hereof to own its
properties  and  conduct  its  business  and to  enter  into  this  Subscription
Agreement and the other Offering Materials and to be bound by the provisions and
conditions hereof or therein.

            8. The  Placement  Agent  will  receive a  commission  equal to five
percent  (5%)  of the  gross  proceeds  of this  Offering,  a two  percent  (2%)
non-accountable expense allowance and Shares of Common Stock equal to 20% of the
number of Shares sold in this  Offering.  In addition,  upon the exercise of any
Warrant  for a period of four  years  commencing  one year after the date of the
final Closing of the Offering, the Company has agreed to pay the Placement Agent
a fee of 5% of the exercise price for each Warrant  exercised in accordance with
the NASD Rule and Regulations and Securities Exchange Act of 1934, as amended.


                                      -22-
<PAGE>

            9. Except as otherwise specifically provided for hereunder, no party
shall be deemed to have  waived  any of his or her or its  rights  hereunder  or
under  any other  agreement,  instrument  or  papers  signed by any of them with
respect to the subject matter hereof unless such waiver is in writing and signed
by the party waiving said right. Except as otherwise  specifically  provided for
hereunder,  no delay or  omission  by any party in  exercising  any  right  with
respect to the subject  matter hereof shall operate as a waiver of such right or
of any such  other  right.  A waiver on any one  occasion  with  respect  to the
subject  matter  hereof  shall not be  construed  as a bar to, or waiver of, any
right or remedy on any future occasion.  All rights and remedies with respect to
the subject matter hereof,  whether  evidenced hereby or by any other agreement,
instrument,  or paper,  will be cumulative,  and may be exercised  separately or
concurrently.

            10. The parties have not made any representations or warranties with
respect to the subject matter hereof not set forth herein, and this Subscription
Agreement,  together  with any  instruments  executed  simultaneously  herewith,
constitutes the entire agreement between them with respect to the subject matter
hereof. All  understandings  and agreements  heretofore entered into between the
parties  with  respect  to  the  subject   matter  hereof  are  merged  in  this
Subscription Agreement and any such instrument, which alone fully and completely
expresses their agreement.

            11.  This  Subscription  Agreement  may  not be  changed,  modified,
extended,  terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement.

            12. The parties  agree to execute any and all such other and further
instruments  and  documents,  and to  take  any  and all  such  further  actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.

            13.  If any  provision  or any  portion  of any  provision  of  this
Subscription  Agreement or the  application of any such provision or any portion
thereof to any person or


                                      -23-
<PAGE>

circumstance,  shall be held invalid or unenforceable,  the remaining portion of
such provision not held invalid or  unenforceable  to any person or circumstance
shall not be affected thereby.

            14.  This  Subscription  Agreement  may be  executed  in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute one and the same  instrument.  The execution of this
Subscription Agreement may be by actual or facsimile signature.

            15. This  Subscription  Agreement shall be governed by and construed
in  accordance  with the internal  laws of the State of New York without  giving
effect to conflicts of law principles and the undersigned hereby consents to the
jurisdiction  of the courts of the State of New York  and/or  the United  States
District Court for the Southern District of New York.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                            [SIGNATURE PAGES FOLLOW]


                                      -24-
<PAGE>

Manner in Which Title is to be Held: (check one)

1.  ______  Individual

2.  ______  Joint Tenants with Right of Survivorship (both parties must sign)

3.  ______  Married with Separate Property

4.  ______  Community Property

5.  ______  Tenants in Common

6.  ______  Corporation

7.  ______  Partnership

8.  ______  IRA of ___________________________________________

9.  ______  Trust, dated opened _____________

10. ______  Keogh of __________________________________________

11. ______  As a Custodian for _________________________________________________
            under the Uniform Gift to Minors Act of the State of _______________

12. ______  Other (please indicate)

================================================================================

   Total Number of Units to be purchased at Closing: ______________________

   Total Purchase Price ($13,600 per Unit):          $ ____________________

================================================================================

INDIVIDUAL INVESTORS                      ENTITY INVESTORS

____________________________________      ______________________________________
Signature (Individual)                    Name of Entity, if any

                                          ______________________________________
                                          Signature

____________________________________      Its __________________________________
Signature (All record holders                               Title
  should sign

____________________________________      ______________________________________
Name(s) Typed or Printed                  Name Typed or Printed

Address to Which Correspondence           Address to Which Correspondence
Should be Directed                        Should be Directed

____________________________________      ______________________________________

____________________________________      ______________________________________

____________________________________      ______________________________________
City, State and Zip Code                  City, State and Zip Code

____________________________________      ______________________________________
Social Security Number                    Tax Identification Number

--------------------------------------------------------------------------------

The foregoing  subscription is accepted this ___ day of ____________,  200__, on
behalf of DynTek, Inc. DynTek, Inc.

                                             By: _______________________________
                                             Steven Ross, President


                                      -25-